NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO US NEWS WIRE SERVICES
VANCOUVER, BC / ACCESS Newswire / February 11, 2025 / Sceptre Ventures Inc.("Sceptre" or the "Company") (TSXV:SVP.H)(NEX:SVP.H) is pleased to announce a non-brokered private placement financing of up to $500,000 (the "Private Placement"). The Private Placement will consist of the issuance of up to 50,000,000 units of the Company (each, a "Unit") at a price of $0.01 per Unit. Each Unit is comprised of one common share in the capital of the Issuer (each, a "Share") and one transferable common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Share (each, a "Warrant Share") at a price of $0.05 per Warrant Share for a period of two (2) years following the closing of the Private Placement.
Proceeds of the Private Placement will be used for identifying and evaluating a proposed Qualifying Transaction (as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange")) and for general working capital purposes. No proceeds of the Private Placement are proposed to be paid to any non-arm's length parties or for investor relations activities. Finders fees may be payable in connection with the Private Placement.
Certain insiders of the Company may acquire Units under the Private Placement. Such participation will each be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in section 5.5(b) of MI 61-101, as the Company's shares are not listed on a specified market, and section 5.7(1)(b) of MI 61-101 in respect of the Private Placement due to the fair market value of the securities distributed in connection with the Private Placement, and the consideration received by the Company for those securities, will not exceed $2,500,000.
All securities issued pursuant to the Private Placement will be subject to a statutory hold period expiring four months and one day after closing. Completion of the Private Placement is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the Exchange.
None of the securities sold in connection with the Private Placement will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Sceptre Ventures Inc.
Sceptre Ventures Inc. is a Capital Pool Company ("CPC") within the meaning of the policies of the TSX Venture Exchange and has not commenced commercial operations and has no assets other than cash. Sceptre is currently engaged in identifying and evaluating businesses and assets with a view to completing a Qualifying Transaction under the TSXV's CPC policy.
For Further Information:
Kevin Bottomley, Chief Executive Officer
Suite 1450-789 West Pender Street
Vancouver, BC, V6C 1H2, Canada
Tel: 604-681-1568
Email: info@sceptreventures.com
FORWARD LOOKING INFORMATION
Statements in this news release that are not historical facts are forward-looking statements. Forward-looking statements are statements that are not historical, and consist primarily of projections - statements regarding future plans, expectations and developments. Words such as "expects", "intends", "plans", "may", "could", "potential", "should", "anticipates", "likely", "believes" and words of similar import tend to identify forward-looking statements. Forward-looking statements in this news release include statements about the Private Placement and its terms, and that it is subject to Exchange acceptance. These forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied, including, without limitation: (i) the Company's inability to complete the Private Placement; (ii) the Company's inability to raise all the funds and our proposed use of proceeds for the Private Placement; and (iii) receipt of approvals of the Exchange. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. The Company cannot assure that actual events, performance or results will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. These forward-looking statements reflect current expectations regarding future events and operating performance and speak only as of the date hereof and the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable law. For the reasons set forth above, readers should not place undue reliance on forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE: Sceptre Ventures Inc.
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